Board of Directors and Audit Committee

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CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

• encouraging continuous improvement of, and fostering adherence to, the Corporation’s policies, procedures and practices at all levels. The Audit Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Part III of this Charter. The Audit Committee’s primary function is to assist the Board of Directors in fulfilling its responsibilities. It is, however, the Corporation’s management which is responsible for preparing the Corporation’s financial statements and it is the Corporation’s external auditors who are responsible for auditing those financial statements.
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CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee shall be comprised of at least three directors as determined by the Board, none of whom shall be an employee and each of whom shall be free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the Board, in accordance with applicable NASDAQ requirements. All members of the Audit Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. The Chairman of the Audit Committee shall have accounting or related financial management expertise, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. To the extent mandated by the requirements of NASDAQ, at least one member of the Audit Committee shall satisfy the applicable NASDAQ financial sophistication requirements as in effect from time to time. Audit Committee
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Charter of the Audit Committee of the Board of Directors

Charter of the Audit Committee of the Board of Directors

2. Composition and Meetings The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be an “independent director” in accordance with applicable legal requirements, including the requirements of National Instrument 52‐110 Audit Committees (“NI 52‐110”) and the Corporate Governance Rules of the New York Stock Exchange, as such rules are revised, updated or replaced from time to time, subject to any waivers or exceptions granted by such stock exchange.
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TERMS OF REFERENCE OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

TERMS OF REFERENCE OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Article 22 Regular meetings of the committee shall be held in the form of on-site meeting, where voting shall be made by a show of hands or by poll; and extraordinary meetings may also be held by telecommunication or through written proposals to be considered respectively. Article 23 The Secretary of the Board shall attend meetings of the Audit Committee as non-voting participants; and other directors, supervisors and senior management members of the Company may be invited as non-voting participants when necessary.

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Charter of the Audit Committee of the Board of Directors of Woodward, Inc.

Charter of the Audit Committee of the Board of Directors of Woodward, Inc.

within the meaning of any rules promulgated by the SEC under the Exchange Act. Such individual (or individuals) shall be designated by the Board of Directors as an "audit committee financial expert" No member of the Committee may serve simultaneously on the audit committees of more than two other public companies, unless the Board of Directors determines that such simultaneous service would not impair the member’s ability to serve effectively on the Committee.

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Charter of the Audit Committee of the Board of Directors of Novo Nordisk A/S

Charter of the Audit Committee of the Board of Directors of Novo Nordisk A/S

Review the compensation of the External Auditors and recommend the compensation to the Board of Directors for approval. Establish policies and procedures for the engagement of any External Auditor signing the audit report submitted to the SEC to provide audit services and permitted non-audit services. In addition, establish process for hire of current and former employees of the External Auditor. Review the engagement letter with the External Auditors and recommend the terms to the Board of Directors for approval. Pre-approve all audit services and permitted non-audit services to be provided by any External Auditor. The Audit Committee may delegate its authority to pre-approve services to one or more members of the Audit Committee provided that such designees present any such approvals to the full Audit Committee at the next Audit Committee meeting.
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SANDVINE CORPORATION (the "Company") CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

SANDVINE CORPORATION (the "Company") CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Meetings of the Audit Committee shall be held from time to time and at such place as any member of the Audit Committee shall determine upon reasonable notice to each of its members, which shall be not less than twenty-four (24) hours. The notice period may be waived by all members of the Audit Committee. Each of the Chairman of the Board of Directors, the external auditor, the Chief Executive Officer or the Chief Financial Officer shall be entitled to request that any member of the Audit Committee call a meeting.
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CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PERVASIVE SOFTWARE INC.

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PERVASIVE SOFTWARE INC.

• Provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require the attention of the Board. In addition, the Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors or law or regulation may from time to time prescribe.

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CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ECHOSTAR HOLDING CORPORATION

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ECHOSTAR HOLDING CORPORATION

Statement of Policy Primary responsibility for the Corporation's financial reporting and internal controls is vested in the management of the Corporation, as overseen by the Board of Directors. The Audit Committee shall provide assistance to the Board of Directors in fulfilling their responsibility to the shareholders, potential shareholders and the investing community relating to corporate accounting, reporting practices, and the quality and integrity of the financial reports of the Corporation. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the Board of Directors, the independent auditors, the internal auditors and the financial management of the Corporation. The Audit Committee shall provide oversight and review of the Corporation's accounting and financial services, internal operating controls and its ethical standards in consultation with the independent auditors and the General Counsel of the Corporation.
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HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER

HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER

II. Membership 1. Membership and Appointment. The Committee will consist of at least three directors, or such greater number of directors as the Board appoints. 2. Qualifications; Independence. Each director on the Committee will have such qualifications as the Board determines. In addition, each director on the Committee will be independent within the meaning of the New York Stock Exchange (“NYSE”) standards of independence for directors and audit committee members, and will meet applicable NYSE financial literacy requirements, each as the Board determines. Finally, at least one director on the Committee will be an
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CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS SIGMA DESIGNS, INC. (As adopted by the Board of Directors effective as of May 2010)

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS SIGMA DESIGNS, INC. (As adopted by the Board of Directors effective as of May 2010)

Clarification of Audit Committee’s Role While the Audit Committee has the responsibilities and powers set forth in this Charter, the Audit Committee’s role is one of oversight. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditors. In adopting this Charter, the Board of Directors acknowledges that the Audit Committee members are not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’
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CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTUITIVE SURGICAL, INC. Approved by the Board of Directors on February 9, 2007

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTUITIVE SURGICAL, INC. Approved by the Board of Directors on February 9, 2007

II. Composition and Meetings The Audit Committee will comprise three or more directors as determined by the Board. H owever, if at any time there is a vacancy on the Committee and the remaining members meet all membership requirements, then the Committee may consist of two members until the earlier of the Company’s next annual stockholders meeting or one year from the occurrence of the vacancy.

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MINNESOTA MUTUAL COMPANIES, INC. Guidelines of the Audit Committee of the Board of Directors

MINNESOTA MUTUAL COMPANIES, INC. Guidelines of the Audit Committee of the Board of Directors

MINNESOTA MUTUAL COMPANIES, INC. Guidelines of the Audit Committee of the Board of Directors I. Audit Committee Purpose The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities are to:

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AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ADVANTAGE OIL & GAS LTD. CHARTER

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ADVANTAGE OIL & GAS LTD. CHARTER

CHARTER I. PURPOSE The primary function of the Audit Committee is to assist the Board of Directors (the "Board of Directors" or "Board") of Advantage Oil & Gas Ltd. ("Advantage" or the "Corporation") in fulfilling its responsibilities by reviewing: the financial reports and other financial information provided by Advantage to any governmental body or the public; Advantage’s systems of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established; and Advantage’s auditing, accounting and financial reporting processes generally. Consistent with this function, the Audit Committee should endeavour to encourage continuous improvement of, and should endeavour to foster adherence to, the Corporation’s policies, procedures and practices at all levels. In performing its duties, the external auditor is to report directly to the Audit Committee. The Audit Committee’s primary objectives are:
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Board of Directors, Audit Committee Characteristics and The Performance of Public Listed Companies in Saudi Arabia

Board of Directors, Audit Committee Characteristics and The Performance of Public Listed Companies in Saudi Arabia

This studyexamines the relationship between the internal corporate governance mechanisms related to the board of directors, the audit committee characteristics and the perform[r]

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CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

to be provided to analysts and rating agencies. – At least annually, obtaining and reviewing a report by the independent auditor describing: the audit firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the audit firm, and any steps taken to deal with any such issues.

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COUPONS.COM INCORPORATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

COUPONS.COM INCORPORATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with such issues, and (iii) all relationships between the independent registered public accounting firm and the Company. 4. Evaluate annually the qualifications, performance and independence of the independent registered public accounting firm, including a review of whether the independent registered public accounting firm’s quality-control procedures are adequate and a review and evaluation of the lead partner of the independent registered public accounting firm, taking into account the opinions of management and the Company’s internal auditors, and report to the Board on its conclusions, together with any recommendations for additional action.
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AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS I. PURPOSE

AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS I. PURPOSE

Meetings of the Committee may be called by the Chair of the Committee or any other two or more members of the Committee. A majority of the Committee shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting (in person or by telephonic means), at which a quorum is present, shall be the act of the Committee. The Committee may also act by unanimous consent of all members of the Committee in accordance with the provisions of the Company’s Bylaws and the Maryland General Company Law. The Committee may delegate authority to act upon specific matters within determined parameters to a subcommittee consisting of one or more members, consistent with applicable law. Any such subcommittee shall report any action to the full Committee at its next meeting. The Committee shall keep a record of its actions and proceedings and make a report thereof from time to time to the Board. The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and its Charter.
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The principal purposes of the Audit Committee ( Committee ) of the Board of Directors ( Board ) of CSRA Inc. (the Company ) are to:

The principal purposes of the Audit Committee ( Committee ) of the Board of Directors ( Board ) of CSRA Inc. (the Company ) are to:

The Board will periodically assess the nature of other board/committee assignments to determine if Audit Committee membership remains appropriate. Each member of the Committee shall satisfy the requirements for independence and other requirements relating to audit committees under applicable law and the regulations of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange, subject to the applicable phase-in provisions established by the NYSE and the SEC. Additionally, each member of the committee shall be financially literate, as such qualification is interpreted by the Board in its business judgment, or must become financially literate within a reasonable period of time after the director’s appointment to the Committee. The Committee will provide its members with annual continuing education opportunities in financial reporting and other areas relevant to the responsibilities of the Committee.
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AUDIT COMMITTEE CHARTER THE BOARD OF DIRECTORS OF ALLIANCE SEMICONDUCTOR CORPORATION

AUDIT COMMITTEE CHARTER THE BOARD OF DIRECTORS OF ALLIANCE SEMICONDUCTOR CORPORATION

MEMBERSHIP The Committee shall consist of at least three members of the Board of Directors. Each Member (the “Member”), including the Chairperson, shall be appointed annually by, and shall serve at the discretion of the Board of Directors and shall not receive any compensation from Alliance Semiconductor other than compensation for Board or Committee service. At the time of appointment, each Member shall be an independent director, as such term is defined by applicable law, the SEC and NASDAQ, and shall be generally knowledgeable in financial, accounting, and auditing matters and shall be able to read and understand financial statements. In addition, at least one Member shall be a financial expert; as such term is defined by applicable law and the SEC.
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